Turn Therapeutics Inc. 8-K

What Happened

• Turn Therapeutics Inc. filed an 8-K on January 7, 2026 announcing that its board expanded from five to six members and appointed Martin Dewhurst as an independent Class III director, effective immediately. Mr. Dewhurst will serve until the company’s 2028 annual meeting (or earlier if he resigns or is removed) and will chair the board’s compensation committee.
• The company also issued a press release and posted an updated investor presentation on January 7, 2026 under Regulation FD.

Key Details

• Board change: size increased from 5 to 6 directors; Dewhurst fills the new seat.
• Term: serves as Class III director through the 2028 annual meeting.
• Compensation: initial restricted stock units (RSUs) granted with a grant-date fair value of $100,000; RSUs vest on the earlier of (i) one year from grant or (ii) a change of control. After the first anniversary of the company’s direct listing effective date, he will be eligible for an annual RSU grant with a grant-date fair value of $70,000.
• Background: Mr. Dewhurst, age 62, is an advisor to GHO Capital (since July 2024), PJT Partners and LightRock (since April 2023), and previously was a senior partner at McKinsey & Co. (1992–2023), where he co-led its life sciences practice.

Why It Matters

• Governance and oversight: adding an experienced life-sciences and M&A executive — and naming him chair of the compensation committee — could influence executive pay decisions and board oversight of talent and strategy.
• Cost and alignment: the RSU awards represent a modest, equity-based director compensation structure designed to align the new director’s interests with shareholders; the initial $100,000 grant vests over a year (or on change of control), with potential ongoing $70,000 annual grants after the direct listing anniversary.
• For investors: this is a board-level governance update rather than an operational or financial development; monitor future filings and proxy materials for any further governance changes or compensation committee actions.